A director dissents

A director who opposes a proposed action by the board needs to have his dissent recorded in the minutes.

If the majority of the board votes in favour of performing prohibited actions, they may be jointly liable to pay compensation to the injured parties. A director who has taken pains to distance himself from prohibited conduct may successfully protect himself from any potential court rulings.

Review the minutes
If a director has asked that his dissent be noted in the minutes, he needs to read the draft minutes to insure that his dissent has been properly recorded.

Absent directors
A director who is absent from a board meeting is deemed to have approved all resolutions passed at that meeting unless he objects in writing within seven days of becoming aware of it.

Directors should read the minutes of the meetings that they have not attended.
(Rule # 46

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